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Important update to FCA’s national private placement regime resulting from Brexit extension

  • United Kingdom
  • Financial services and markets regulation
  • Financial institutions

16-05-2019

NPPR notification process

The FCA updated its national private placement regime (“NPPR”) webpage on 2 May 2019. Under the Alternative Investment Fund Managers Directive (2011/61/EU) (“AIFMD”), the NPPR allows the marketing in the UK of non-EEA alternative investment funds (“AIFs”) managed by full-scope UK and EEA alternative investment fund managers (“AIFMs”), as well as any alternative investment funds managed by non-EEA AIFMs.

The webpage explains that UK and non-EEA AIFMs intending to market funds in the UK under the UK’s NPPR must submit their marketing and material change notifications via the FCA Connect system, rather than using the existing forms. Until now, notifications and material change notifications had to be made by emailing forms to a centralised email address.

These changes do not apply to EEA AIFMs which market funds under the UK’s NPPR. EEA AIFMs need to submit notifications using a Regulation 57 notification form for EEA AIFMs(essentially the AIFMD Article 36 form) to inform the FCA of their initial registration and the subsequent registration of new AIFs. Material changes to information previously submitted to the FCA, including to cease marketing and transfer management of AIFs, need to be notified using Regulation 57 material change form for EEA AIFMs (essentially the AIFMD Article 36 material change form).

These changes are no doubt part of FCA’s process of streamlining its systems in light of its temporary permissions regime for firms and funds (“TPR”) and the higher number of notifications expected following Brexit.

Extended TPR notification window

In light of the delay to the process of the UK’s withdrawal from the EU, the FCA has extended the notification window for inbound passporting EEA firms and funds wishing to enter the TPR to the end of 30 October 2019. They will keep this under review, and communicate any further changes as appropriate.

The FCA has updated its TPR webpage to reflect this extension.

Clarification on adding new sub-funds to UCITS and AIF umbrella schemes in the TPR

EEA UCITS: The FCA has previously confirmed that fund managers are permitted to enter a new sub-fund (i.e. a sub-fund authorised by its home state regulator after Exit Day) into the TPR for an umbrella fund which has an existing sub-fund in the TPR.

EEA AIF: The FCA has now confirmed that fund managers cannot enter new sub-funds to EEA AIF umbrella schemes in the TPR post Exit Day. Instead, new sub-funds will need to be marketed via the UK’s National Private Placement Regime (“NPPR”) procedure.

Fund managers may, if they think it more straightforward, wish to notify sub-funds and umbrellas in the TPR for entry via NPPR alongside any new sub-fund that they are seeking to market in the UK. Once the notification has been processed, you will have been deemed to exit the TPR regime for these affected funds.

Updated guides

The FCA also updated its guides for firms and funds on how to notify the FCA.

Updated flowcharts

In light of the above, we have updated our various flowcharts to help navigate the TPR regime:

• To read our flowchart for firms, click here

• To read our flowchart for funds, click here

• To read our flowchart on the options, next steps, requirements and processes for the marketing of funds into the UK after Exit Day, click here

• To read our 28 February 2019 briefing, click here

How Eversheds Sutherland can help

Since June 2016, our lawyers, consultants and International Funds Net (IFN) team have advised various institutions passporting into the UK from EU27 Member States and passporting from the UK into the EU27 on Brexit planning and Brexit related issues.

We would be happy to discuss how we can help you with your Brexit planning and execution of those plans, including assisting you with changes and TPR notifications. Eversheds Sutherland are able to be registered as an additional user by clients on the Connect system to assist with notifications on a fixed fee basis.

For more information contact

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